In Contract Drafting, As in Everything Else, Pain Is a Precursor to Change

Last week, a couple of dozen participants joined me in session 2 of a public series of my online course Drafting Clearer Contracts: Masterclass. The topic was what I call “the categories of contract language”—my framework for how to determine what kind of meaning you wish to use in each sentence in a contract and what verb structure you use to express that meaning. Go here for a copy of my “quick reference” chart on the subject (although it’s from the fourth edition).

Session 3 is also devoted to the categories of contract language, and in between sessions 2 and 3 I encourage participants to take my automated quiz on the subject. This morning, one of the participants emailed me to say, “Nothing like a 30-question quiz on the Categories of Contract language to erode one’s confidence.”

I replied by saying, “Don’t worry—this is a necessary rite of passage, and everyone is in the same position!” Allow me to elaborate on that.

In this 2014 blog post, I wrote about how once you eat the fruit of the tree of contract-drafting knowledge—for one thing, once you consult A Manual of Style for Contract Drafting—the sad dysfunction of traditional contract language is revealed to you, and it dawns on you that you face a challenge in learning a new way to draft.

Well, of course you do! Most things of value don’t come easily. You have to work for it. And in the process, you might stumble.

So pain is a precursor to change. As observations go, that’s stunningly banal. But those who work with contracts have ways to mask the need for change and its companion, pain. The collective term for that is inertia. In this 2018 post I quote our most thoughtful commentator on inertia in the legal world, Casey Flaherty, on the many forms of inertia.

So if you feel intimidated by the change inherent in MSCD‘s guidelines, congratulations! You’re on the right path.

(For all my posts on inertia, go here. And an irrelevant aside: another participant said of session 2, “I thought the session was outstanding.”)

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

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